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  新《公司法》英文版 Company Law of the People's Republic of China       ★★★★★ 【字体:
中华人民共和国公司法(2005年修订)(英文版)
作者:张律师    文章来源:内蒙古律师网    点击数:    更新时间:2006-3-11

lowing items in its articles of association:
 (1) the name and domicile of the company;
 (2) the business scope of the company;
 (3) the registered capital of the company;
 (4) names of shareholders;
 (5) forms, amount and date of capital contributions made by shareholders;
 (6) the organizations of the company and its formation, their functions and rules of procedure;
 (7) the legal representative of the company;
 (8) other matters deemed necessary by shareholders. The shareholders should affix their signatures or seals on the articles of association of the company.
 Article 26 The registered capital of a limited liability company shall be the total amount of the capital contributions subscribed to by all the shareholders that have registered in the company registration authority. The amount of the initial capital contributions made by all shareholders shall be not less than 20% of the registered capital, nor less than the statutory minimum amount of registered capital, and the margin shall be paid off by the shareholders within 2 years as of the day when the company is established; as for an investment company, it may be paid off within 5 years. The minimum amount of registered capital of a limited liability company shall be RMB 30, 000 Yuan. If any law or administrative regulation prescribes a relatively higher minimum amount of registered capital of a limited liability company, the provisions of that law or administrative regulation shall be followed.
 Article 27 A shareholder may make capital contributions in currency, in kind or intellectual property right, land use right or other non-monetary properties that may be assessed on the basis of currency and may be transferred according to law, excluding the properties that shall not be treated as capital contributions according to any law or administrative regulation.
The value of the non-monetary properties as capital contributions shall be assessed and verified, which shall not be over-valued or under-valued. If any law or administrative regulation prescribes the value assessment, such law or administrative regulation shall be followed.
The amount of the capital contributions in currency paid by all the shareholders shall be not less than 30% of the registered capital of the limited liability company.
 Article 28 Every shareholder shall make full payment for the capital contribution it has subscribed to according to the articles of association. If a shareholder makes his/its capital contribution in currency, he shall deposit the full amount of such currency capital contribution into a temporary bank account opened for the limited liability company. If the capital contributions are made in non-monetary properties, the appropriate transfer procedures for the property rights therein shall be followed according to law. Where a shareholder fails to make his/its capital contribution as specified in the preceding paragraph, it shall not only make full payment to the company but also bear the liabilities for breach of the contract to the shareholders who have make full payment of capital contributions on schedule.
 Article 29 The capital contributions made by shareholders shall be checked by a lawfully established capital verification institution, which shall issue a certification.
 Article 30 After the initial capital contributions made by the shareholders for the first time have been checked by a lawfully established capital verification institution, the representative designated by all the shareholders or the agent entrusted by all the shareholders shall apply for establishment and registration with a company registration application, the articles of association, capital verification and other documents to the company registration authority.
 Article 31 After the establishment of a limited liability company, if the actual value of the capital contributions in non-monetary properties is found to be apparently lower than that provided for in the articles of association of the company, the balance shall be supplemented by the shareholder who has offered them, and the other shareholders of the company who have established the company shall bear joint liabilities.
 Article 32 After the establishment of a limited liability company, every shareholder shall be issued with a capital contribution certificate, which shall specify the following:
 (1) the name of the company;
 (2) the date of establishment of the company;
 (3) the registered capital of the company;
 (4) the name of the shareholder, the amount of his capital contribution, and the day when the capital contribution is made; and
 (5) the serial number and date of issuance of the capital contribution certificate. The capital contribution certificate shall bear the seal of the company.
 Article 33 A limited liability company shall prepar

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